By Creative Sample Clauses

By Creative. This Agreement, in whole or part, at any time prior to the scheduled termination or completion date, upon written notice, by the designated representative(s) of Creative for:
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By Creative. Creative represents and warrants that: (i) Creative has the right to accept the rights and licenses contemplated by this Agreement, without the need for any consents, approvals or immunities not yet obtained; and (ii) Creative has full power to enter into this Agreement and to perform its obligations hereunder.
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By Creative. Subject to the conditions set forth in Section 18.3 hereto, Creative shall indemnify, hold harmless and defend Licensor against any claim, suit or proceeding and any damages or liability therefrom or settlement thereof (including reasonable fees of attorneys and related costs) to the extent: (i) based on a claim that, solely as a result of the processes or materials selected by Creative for manufacturing and reproduction, a Licensed Product infringes the patent, copyright, trademark, trade secret, publicity, privacy, defamation or other rights of any third party; (ii) resulting from any material breach of this Agreement by Creative; or (iii) based on a claim that Creative's manufacture, use, sale, or distribution of a Combined Product infringes the patent, copyright, trademark, trade secret, publicity, privacy, or other rights of any third party, or is defamatory or obscene, to the extent that such infringement is due solely to the combination of a Licensed Product with a Creative Bundled Product and except to the extent that such infringement is due solely to the Licensed Product.
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By Creative. This Agreement and any Work Orders may be terminated, in whole or part, at any time prior to the scheduled termination or completion date of the Agreement or Work Order, upon written notice, by the designated representative(s) of Creative for:
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By Creative. Creative shall indemnify and hold harmless CSW against any and all liability, suits, claims, losses, damages and judgments, and shall pay all costs (including reasonable attorney s fees) and damages to the extent that such liability, costs or damages arise from: (i) a breach by Creative of any of its representations or warranties hereunder; (iii) any negligence by Creative, including its employees, agents, consultants, or contractors, arising under Creative s performance under this Agreement, that results in any personal harm or personal injury to a third party; and (iv) any claim, action, or dispute arising out of any sales commitments, marketing commitments, or other promotional commitments entered into between Creative and any third party relating to CSW Multimedia Products, EXCEPT as such claim relates to any product or marketing, promotional or other materials or information provided to Creative by CSW. Creative, at its sole option, shall have the right to defend or settle any such action, or any part thereof brought against CSW arising from a claim as described herein has occurred. Creative s obligations under this Section 9.2 are conditioned upon CSW providing Creative with prompt notice of each such claim.
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By Creative. Subject to the terms and conditions of this ARTICLE VIII, Creative covenants and agrees to defend, indemnify and hold harmless Stryker and its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "STRYKER INDEMNITEES"), from and against, and pay or reimburse the Stryker Indemnitees for, any and all claims, liabilities, obligations, losses, fines, expenses, costs, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including reasonable out-of-pocket expenses, court costs, expert witness fees and reasonable attorneys' fees and expenses incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "LOSSES"), resulting from or arising out of: (a) any misrepresentation or breach of any warranty of Creative made or contained in this Agreement or any Related Agreement; PROVIDED, HOWEVER, that no claim for indemnification under this clause (a) may be made after the first anniversary of the Closing Date, except that any claim for misrepresentation or breach of warranty under SECTIONS 37 38 4.4 and 4.7 of the Asset Purchase Agreement and SECTION 2.1(c) of the Human Resources Agreement may be made no later than a date 30 days from and after the expiration of the period of the applicable statute of limitations; (b) any failure of Creative to perform any covenant or agreement made or contained in this Agreement or any Related Agreement or fulfill any obligation in respect thereof; (c) any and all of the Excluded Liabilities; (d) directly or indirectly from the use by any Person of any OP Product or OP Device manufactured by Creative and furnished to Stryker, which OP Product or OP Device failed to meet specification at the time of delivery to Stryker; or (e) directly or indirectly from the use by any Person of an OP Product manufactured by Stryker and furnished to Creative which OP Product met specification at the time of delivery to Creative. Notwithstanding the foregoing, Creative shall not be liable for any Losses resulting from or arising out of any misrepresentation or breach of any warranty relating to Environmental Laws (or compliance therewith), including without limitation, the provisions of SECTION 4.7 of the Asset Purchase Agreement, or any Environmental Liabilities and Costs which, in either case, relate to conditions or events not caused by Creative ...
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Related to By Creative

  • Protocols Each party hereby agrees that the inclusion of additional protocols may be required to make this Agreement specific. All such protocols shall be negotiated, determined and agreed upon by both parties hereto.

  • By Licensor Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.

  • Research Primary Investigator as part of a multi-site study (25 points) • Co-Investigator as part of a multi-site study (20 points) • Primary Investigator of a facility/unit based research study (15 points) • Co-Investigator of a facility/unit based research study (10 points) • Develops a unit specific research proposal (5 points) • Conducts a literature review as part of a research study (5 points)

  • Project Development a. Collaborate with COUNTY and project clients to identify requirements and develop a project Scope Statement. a. Develop a Work Breakdown Structure (WBS) for each project. b. Evaluate Scope Statement to develop a preliminary cost estimate and determinate whether project be vendor bid or be executed under a Job Order Contract (JOC).

  • DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK

  • Ergonomics The supervisor/manager will provide training and equipment for staff to safely perform job functions and avoid injury. Employees should contact their supervisor if job procedures, equipment or workstations lead to risk of injury or work-related musculoskeletal disorders. Further ergonomic guidelines shall be referenced on the Environmental Health and Safety website xxx.xxx.xxxxxxxxxx.xxx.

  • Product Development (a) Supplier may develop enhancements it intends to incorporate into the BioGlue Surgical Adhesive during the term of this Agreement that have potential application to the Company Product (“Enhancements”). Unless otherwise agreed by the parties, at least once every six months during the Term, representatives of each of BioForm and Supplier shall hold a meeting in accordance with Sections 4.4 and 8.4 (the “Product Development Meeting”) at which Supplier will present Enhancements for BioForm to consider for application to the Company Product. At such Product Development Meeting, BioForm will also present its marketing plans (pursuant to Section 4.4) for the period and any information or feedback that BioForm reasonably believes may lead to Improvements. Within 30 calendar days following each Product Development Meeting, Supplier shall deliver a notice to BioForm (the “Enhancements Notice”) that shall describe the Enhancements that were presented by Supplier at such Product Development Meeting. Within 30 calendar days following receipt of the Enhancements Notice, BioForm may notify Supplier in writing if BioForm elects that any Enhancement described in the Enhancements Notice shall become an Improvement. If BioForm does provide such notice to Supplier during such 30-calendar day period, then BioForm and Supplier shall agree on a timeline for implementation of the Improvement in new Product Specifications for Company Product. If BioForm does not provide such a notice, said Enhancement shall not be implemented into the Company Product. The Enhancements Notice may also describe any potential Enhancements presented by Supplier at the Product Development Meeting, but BioForm shall not be required to take any action under this Section 8.4 with respect to such potential Enhancements until such time as they are presented by Supplier as Enhancements at a future Product Development Meeting. All Enhancements and potential Enhancement information provided by Supplier shall be considered Supplier Confidential Information. (b) From time to time, each party may request the other party to participate in joint projects to develop Improvements. Neither party is obligated to participate in such projects, and in each **** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. instance, each party’s decision whether to participate will be made in such party’s sole discretion. If both parties mutually agree to participate in such a project (a “Program”), the parties will promptly prepare a mutually agreeable written development agreement specifying the development activities to be performed by and the research and development tasks assigned to each party (the “Development Agreement”). All allocation of Intellectual Property rights with respect to any Program will be set forth in writing in the Development Agreement. (c) In the absence of a Development Agreement, (i) BioForm and Supplier shall retain joint ownership of Intellectual Property rights in which there is joint inventorship by BioForm (or its Affiliates) and Supplier, as determined in accordance with United States patent law, with Supplier’s rights in such joint ownership being subject to the license rights of BioForm under this Agreement, (ii) any Intellectual Property rights related to the Company Products, Enhancements, and Improvements that are created solely by employees or consultants of Supplier during the Term shall be considered to be Intellectual Property rights of Supplier, subject to the license rights of BioForm under this Agreement, and (iii) any Intellectual Property rights related to the Company Products and Improvements that are created solely by employees or consultants of BioForm or any of its Affiliates during the Term shall be considered to be Intellectual Property rights of BioForm. BioForm hereby grants to Supplier a perpetual, royalty free, world-wide, nonexclusive license to Supplier under such Blocking Intellectual Property to make, use, and sell such Intellectual Property outside the Field. “Blocking Intellectual Property” for the purposes of Section 8.4(c)(iii) shall mean Intellectual Property necessary for Supplier to make, use, or sell SA Product.

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

  • Research Use The Requester agrees that if access is approved, (1) the PI named in the DAR and (2) those named in the “Senior/Key Person Profile” section of the DAR, including the Information Technology Director and any trainee, employee, or contractor1 working on the proposed research project under the direct oversight of these individuals, shall become Approved Users of the requested dataset(s). Research use will occur solely in connection with the approved research project described in the DAR, which includes a 1-2 paragraph description of the proposed research (i.e., a Research Use Statement). Investigators interested in using Cloud Computing for data storage and analysis must request permission to use Cloud Computing in the DAR and identify the Cloud Service Provider (CSP) or providers and/or Private Cloud System (PCS) that they propose to use. They must also submit a Cloud Computing Use Statement as part of the DAR that describes the type of service and how it will be used to carry out the proposed research as described in the Research Use Statement. If the Approved Users plan to collaborate with investigators outside the Requester, the investigators at each external site must submit an independent DAR using the same project title and Research Use Statement, and if using the cloud, Cloud Computing Use Statement. New uses of these data outside those described in the DAR will require submission of a new DAR; modifications to the research project will require submission of an amendment to this application (e.g., adding or deleting Requester Collaborators from the Requester, adding datasets to an approved project). Access to the requested dataset(s) is granted for a period of one (1) year, with the option to renew access or close-out a project at the end of that year. Submitting Investigator(s), or their collaborators, who provided the data or samples used to generate controlled-access datasets subject to the NIH GDS Policy and who have Institutional Review Board (IRB) approval and who meet any other study specific terms of access, are exempt from the limitation on the scope of the research use as defined in the DAR.

  • Project Monitoring The Developer shall provide regular status reports to the NYISO in accordance with the monitoring requirements set forth in the Development Schedule, the Public Policy Transmission Planning Process Manual and Attachment Y of the OATT.

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